Identified Matters definition

Identified Matters means those matters set forth on Section 1.01 of the Company Disclosure Schedule.
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Identified Matters means the matters set out in Clause 5.2;
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Identified Matters has the meaning ascribed to it in Section 7.15.
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Examples of Identified Matters in a sentence

  • Except for Identified Matters, Landlord's liability to Tenant for any default by Landlord under this Lease is limited to Landlord's interest in the Premises, and Tenant agrees to look solely to Landlord's interest therein for the recovery of any judgment against Landlord, it being intended that neither Landlord nor any of its shareholders, employees, agents, representatives, affiliates, officers or directors shall be personally liable for any judgment or deficiency.

  • There shall be no limitation on Landlord's liability with respect to any willful misconduct, bad faith breach of this Lease, gross negligence by Landlord, or any breach by Landlord of its obligations with respect to Sections 20.4, 20.5 or 20.6 ("Identified Matters").

  • The obligations of Tenant and Landlord (including, without limitation, the obligations of Landlord with respect to the Identified Matters set forth below) under this Lease shall be without recourse to any partner, officer, trustee, beneficiary, shareholder, director or employee of Tenant or Landlord.

  • Between the date hereof and the Closing Date, Parent and the Company shall work together in good faith to complete the ongoing evaluation of the Identified Matters.

  • Licensee Action on Previously Identified Matters Not applicable III.

  • The Board therefore is of the view that the content and findings in the Independent Investigation Report are reasonable and acceptable, and considers that the Independent Investigation Report has adequately addressed the Identified Matters and the Other Identified Matters.

  • The Stock Purchase Agreement is hereby amended to add those items set forth in Schedule 2 attached hereto to Disclosure Schedule 12.1(a)(iii), Identified Matters, of the Stock Purchase Agreement.

  • Sellers shall not be obligated for any additional costs or expenses with respect to the Ongoing Remedial Actions or the Identified Matters to the extent that such additional costs or expenses result from a modification in the use of such Real Property or Excluded Real Property such that the Real Property or Excluded Real Property is no longer primarily used for industrial purposes.

  • The use of capital, the ultimate flow and whereabouts of the Group’s loans in relation to the Identified Matters and Other Identified Matters; 3.

  • Buyer hereby acknowledges and agrees that, except as expressly set forth in Section 6 hereof with respect to title matters, environmental matters, and the Identified Matters (as defined therein), and in consideration of the price adjustment, the Abilene Roof Credit and Seller’s obligation to undertake the repairs set forth on Exhibit B hereto, Buyer has no objections to the condition of the Property as of the date hereof.


More Definitions of Identified Matters

Identified Matters means (a) the current securities class actions, (b) SEC investigation and (c) restatement and audit of financial accounts and review of internal controls resulting from the Audit Committee’s review and its advisors’ and the Company’s auditors’ review of the Xxxx Xxxxx allegations and the Company’s financial statements and internal controls, but in the case of (c), exclusively (x) approximately $18 million in revenue erroneously recognized in the Company’s consolidated financial statements for the year ended December 31, 2015 which involves shifting of consolidated net income, consolidated net assets or consolidated liabilities from 2015 to another period or periods, (y) up to $3 million in revenue from Xxxxx Energy Systems which may become an uncollectible accounts receivable, and (z) up to $306,000 in revenue from Green APU which may be erroneously recognized in the Company’s 2015 consolidated financial statements.
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Identified Matters are: (A) the criteria and assumptions underlying the requirements for the treatment, storage, transportation and disposal of Waste; (B) the RWM Waste Packaging Advice; (C) the planning, design and operation of the GDF Programme; (D) the emplacement schedule of Spent Fuel in the GDF Programme; (E) the use of the GDF Programme Cost Estimate to assess the costs of disposal for (i) all waste streams (including Spent fuel and ILW); and (ii) Legacy Waste and New Build Waste, including any Estimating Uncertainty and/or Discrete Risks identified in relation thereto; (F) in relation to any other holder, owner or operator of, or in relation to, New Build Waste only: (i) the methodology used, and its application to determine, the Waste Transfer Price; (ii) the allocation of costs as either Fixed Costs or Variable Costs; and (iii) the Cap, any initial offer for the Waste Transfer Price made pursuant to Clause 10.6, the method used for determining the Default Date and the Assumed Disposal Dates, the adjustment for risk made to any Waste Management costs to determine the Waste Management Cost Estimate, the Waste Management Risk Premium, the Risk Fee, the Discount Factor and any adjustments for inflation;
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Identified Matters means the matters listed in Schedule 4.12.
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Identified Matters has the meaning given to it in Clause 2.3(B);
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Identified Matters are: (A) the criteria and assumptions underlying the requirements for the treatment, storage, transportation and disposal of Waste; (B) the RWM Waste Packaging Advice; (C) the planning, design and operation of the GDF Programme; (D) the development of the Waste Transfer Schedule; (E) the emplacement schedule of ILW in the GDF Programme; (F) the use of the GDF Programme Cost Estimate to assess the costs of disposal for (i) all waste streams (including Spent fuel and ILW); and (ii) Legacy Waste and New Build Waste, including any Estimating Uncertainty and/or Discrete Risks identified in relation thereto; (G) the decision by the Secretary of State to require the application of either the Offsite Transfer Principle or the Onsite Transfer Principle; (H) in relation to any other holder, owner or operator of, or in relation to, New Build Waste only: (i) the methodology used, and its application to determine, the Waste Transfer Price; (ii) the allocation of costs as either Fixed Costs or Variable Costs; and (iii) the Cap, any initial offer for the Waste Transfer Price made pursuant to Clause 10.4, the method used for determining the Default Date and the Assumed Disposal Dates, the Risk Fee, the Discount Factor and any adjustments for inflation;
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Identified Matters set forth in item (3) of Section 10C(iii) of the Purchase Agreement is hereby deleted in its entirety and replaced with the following: “any of the matters set forth on Schedule 10A(v)”
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Related to Identified Matters

  • Specified Matter means any Amendment of a Portfolio Investment that (a) reduces the principal amount of such Portfolio Investment, (b) reduces the rate of interest payable on such Portfolio Investment, (c) postpones the due date of any scheduled payment or distribution in respect of such Portfolio Investment, (d) alters the pro rata allocation or sharing of payments or distributions required by any related underlying instrument in a manner adverse to the Company, (e) releases any material guarantor of such Portfolio Investment from its obligations, (f) terminates or releases any lien on a material portion on the collateral securing such Portfolio Investment, (g) changes any of the provisions of any such underlying instrument specifying the number or percentage of lenders required to effect any of the foregoing or (h) materially changes any financial maintenance covenant.

  • Excluded Matters has the meaning given in Section 6.3.

  • Released Matters MEANS ANY AND ALL CLAIMS, DEMANDS, DAMAGES, DEBTS, LIABILITIES, OBLIGATIONS, COSTS, EXPENSES (INCLUDING ATTORNEYS’ AND ACCOUNTANTS’ FEES AND EXPENSES), ACTIONS AND CAUSES OF ACTION OF ANY NATURE WHATSOEVER, ARISING ON OR PRIOR TO THE CLOSING DATE, WHETHER NOW KNOWN OR UNKNOWN, SUSPECTED OR UNSUSPECTED, THAT SUCH SELLING PARTY NOW HAS, OR AT ANY TIME PREVIOUSLY HAD, OR SHALL OR MAY HAVE IN THE FUTURE, AS A STOCKHOLDER, OFFICER, DIRECTOR, CONTRACTOR, CONSULTANT OR EMPLOYEE OF THE COMPANY OR ITS SUBSIDIARIES, ARISING BY VIRTUE OF OR IN ANY MATTER RELATED TO ANY ACTIONS OR INACTIONS WITH RESPECT TO THE COMPANY OR ITS AFFAIRS WITH RESPECT TO THE COMPANY ON OR BEFORE THE CLOSING DATE; PROVIDED THAT RELEASED MATTERS SHALL NOT INCLUDE ANY RIGHT PURSUANT TO THIS AGREEMENT, THE TRANSACTIONS OR THE DOCUMENTS AND INSTRUMENTS DELIVERED HEREUNDER, ANY RIGHTS UNDER ANY DIRECTOR AND OFFICER FIDUCIARY AND LIABILITY INSURANCE POLICIES OR ANY RIGHTS UNDER EARNED BUT UNPAID COMPENSATION AND BENEFITS PROVIDED UNDER THE BENEFIT PLANS IN ACCORDANCE WITH THEIR TERMS. IT IS THE INTENTION OF THE SELLING PARTIES IN EXECUTING THIS RELEASE, AND IN GIVING AND RECEIVING THE CONSIDERATION CALLED FOR HEREIN, THAT THE RELEASE CONTAINED IN THIS SECTION 11.12 SHALL BE EFFECTIVE AS A FULL AND FINAL ACCORD AND SATISFACTION AND GENERAL RELEASE OF AND FROM ALL RELEASED MATTERS AND THE FINAL RESOLUTION BY SUCH SELLING PARTY AND THE RELEASED PARTIES OF ALL RELEASED MATTERS. NOTWITHSTANDING ANYTHING HEREIN OR OTHERWISE TO THE CONTRARY, THE RELEASE CONTAINED IN THIS SECTION 11.12 WILL NOT BE EFFECTIVE SO AS TO BENEFIT A PARTICULAR RELEASED PARTY IN CONNECTION WITH ANY MATTER OR EVENT THAT WOULD OTHERWISE CONSTITUTE A RELEASED MATTER, BUT INVOLVED FRAUD OR THE BREACH OF ANY APPLICABLE LAW ON THE PART OF SUCH RELEASED PARTY. THE INVALIDITY OR UNENFORCEABILITY OF ANY PART OF THIS SECTION 11.12 SHALL NOT AFFECT THE VALIDITY OR ENFORCEABILITY OF THE REMAINDER OF THIS SECTION 11.12, WHICH SHALL REMAIN IN FULL FORCE AND EFFECT.

  • Excluded Matter means any one or more of the following: (i) general economic or political conditions; (ii) conditions generally affecting the industries in which such Person or its Subsidiaries operates; (iii) any changes in financial, banking or securities markets in general, including any disruption thereof and any decline in the price of any security or any market index or any change in prevailing interest rates; (iv) acts of war (whether or not declared), armed hostilities or terrorism, international or national political conditions, or the escalation or worsening thereof; (v) (A) any changes in applicable Laws (including in connection with the COVID-19 pandemic) or accounting rules (including U.S. GAAP) or the enforcement, implementation or interpretation thereof, or (B) new pronouncements or interpretations by the SEC or other U.S. federal regulators with respect to prior accounting rules; (vi) the announcement, pendency or completion of the transactions contemplated by this Agreement; (vii) any natural or man-made disaster, acts of God, epidemics, or pandemics, including the COVID-19 pandemic (including any action taken or refrained from being taken in response to COVID-19), or the worsening thereof; (viii) any failure by a party to meet any internal or published projections, forecasts or revenue or earnings predictions (it being understood that the facts or occurrences giving rise or contributing to such failure that are not otherwise an Excluded Matter may be taken into account in determining whether there has been a Material Adverse Effect); (ix) the taking of any action expressly required to be taken under this Agreement; or (x) the impact on the Company of any action taken by, or at the request of, Parent or Merger Sub or the impact on Parent and/or Merger Sub or Parent of any action taken by, or at the request of, the Company; provided, however, that the exclusions provided in the foregoing clauses (i) through (v), and clause (vii) shall not apply to the extent that Parent and Merger Sub, taken as a whole, on the one hand, or the Company Group, taken as a whole, on the other hand, is disproportionately affected by any such exclusions or any change, event or development to the extent resulting from any such exclusions relative to all other similarly situated companies that participate in the industry in which they operate.

  • staff matters means the remuneration, conditions of service, promotion, conduct, suspension, dismissal or retirement of staff;

  • Particular matter means any judicial or other proceeding, application, submission, request for a ruling or other determination, contract, claim, controversy, charge, accusation, arrest, decision, determination, finding, but excluding enactment of general legislation by the general court and petitions of cities, towns, counties and districts for special laws related to their governmental organizations, powers, duties, finances and property. G.L. c. 268A, § 1(k).

  • Indemnified Matters has the meaning specified therefor in Section 12.15.

  • Disclosed Matters means the actions, suits and proceedings and the environmental matters disclosed in Schedule 3.06.

  • Environmental Matter means any past, present or future activity, event or circumstance in respect of the environment, health or safety including the Release of any Hazardous Substance including any substance which is hazardous to Persons, animals, plants, or which has a detrimental effect on the soil, air or water, or the generation, treatment, storage, use, manufacture, holding, collection, processing, treatment, presence, transportation or disposal of any Hazardous Substances.

  • Indemnity Matters means any and all actions, suits, proceedings (including any investigations, litigation or inquiries), claims, demands and causes of action made or threatened against a Person and, in connection therewith, all losses, liabilities, damages (including, without limitation, consequential damages) or reasonable costs and expenses of any kind or nature whatsoever incurred by such Person whether caused by the sole or concurrent negligence of such Person seeking indemnification.

  • Legal Matters In the opinion of Xxxxxx Xxxxxxx, General Counsel of Prospect Administration, administrator for Prospect Capital Corporation, a Maryland corporation (the “Company”), the certificates evidencing the Notes (the “Note Certificates”) constitute the valid and binding obligations of the Company, entitled to the benefits of the Indenture and enforceable against the Company in accordance with their terms under the laws of the State of New York subject to applicable bankruptcy, insolvency and similar laws affecting creditors’ rights generally, concepts of reasonableness and equitable principles of general applicability (including, without limitation, concepts of good faith, fair dealing and the lack of bad faith), provided that such counsel expresses no opinion as to the effect of fraudulent conveyance, fraudulent transfer or similar provision of applicable law on the conclusions expressed above. This opinion is given as of the date hereof and is limited to the law of the State of New York as in effect on the date hereof. In addition, this opinion is subject to the same assumptions and qualifications stated in the letter of Skadden, Arps, Slate, Xxxxxxx & Xxxx, LLP dated March 8, 2012, filed as Exhibit (l)(5) to the Company’s registration statement on Form N-2 (File No. 333-176637) and to the further assumptions that (i) the Note Certificates have been duly authorized by all requisite corporate action on the part of the Company and duly executed by the Company under Maryland law, and (ii) they were duly authenticated by the Trustee and issued and delivered by the Company against payment therefor in accordance with the terms of the Amended and Restated Selling Agent Agreement and the Indenture. Capitalized terms used in this paragraph without definition have the meanings ascribed to them in the accompanying prospectus supplement.

  • transitional matter means a matter that needs to be dealt with for the purpose of effecting the transition from the provisions of the Acts amended by this Act as in force before this Act comes into operation to the provisions of those Acts as in force after this Act comes into operation.

  • Material Compliance Matter has the same meaning as the term defined in Rule 38a-1, and includes any compliance matter that involves: (1) a violation of the federal securities laws by Distributor (or its officers, directors, employees, or agents); (2) a violation of Distributor's Rule 38a-1 policies and procedures; or (3) a weakness in the design or implementation of Distributor's Rule 38a-1 policies and procedures.

  • Indemnified Matter has the meaning specified in Section 11.4 (Indemnities).

  • Reserved Matters has the meaning given in Clause ‎5.1.2.

  • Particulate Matter (PM means the particles found in the exhaust of CI engines, which may agglomerate and adsorb other species to form structures of complex physical and chemical properties.

  • foreign matter means anything that is not part of the cotton plant.

  • Environmental Matters means any matter arising out of or relating to health and safety, or pollution or protection of the environment or workplace, including any of the foregoing relating to the presence, use, production, generation, handling, transport, treatment, storage, disposal, distribution, discharge, release, control or cleanup of any Hazardous Substance.

  • Environmental Conditions means any conditions of the environment, including, without limitation, the work place, the ocean, natural resources (including flora or fauna), soil, surface water, ground water, any actual or potential drinking water supply sources, substrata or the ambient air, relating to or arising out of, or caused by the use, handling, storage, treatment, recycling, generation, transportation, Release or threatened Release or other management or mismanagement of Regulated Substances resulting from the use of, or operations on, the Property.

  • Academic and professional matters means the following policy development and implementation matters:

  • Excluded Representations means the representations and warranties set forth in clause (iii) of Section 4.01(e) and in Section 4.01(f).

  • Particulate matter emissions (PM) means the mass of any particulate material from the vehicle exhaust quantified according to the dilution, sampling and measurement methods as specified in this UN GTR.

  • Particulate matter means any airborne finely divided solid or liquid material with an aerodynamic diameter smaller than 100 micrometers.

  • Excluded Entities has the meaning set forth in Section 2.2(b)(iv).

  • Specified Materials means the basic materials required on the Site for the execution and completion of Works, which shall include fuel and lubricants; cement; aggregates; steel reinforcement; timber and gravel.

  • Environmental Violation means any activity, occurrence or condition that violates or results in non-compliance with any Environmental Law in any Material respect.